Unassociated Document
As filed with the Securities and Exchange Commission on January 19, 2011

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C.  20549
 
FORM 8-A
 
For Registration of Certain Classes of Securities
 
Pursuant to Section 12(b) or 12(g) of the
 
Securities Exchange Act of 1934
 
Oxford Lane Capital Corp.
(Exact name of registrant as specified in its charter)
 
Maryland
27-2859071
(State of incorporation or organization)
(I.R.S. Employer Identification No.)
 
8 Sound Shore Drive, Suite 255
Greenwich, CT
06830
(Address of principal executive offices)
(Zip Code)
If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x

If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨

Securities Act registration statement file number to which this form relates: 333-167803

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class
to be so registered
  
Name of each exchange on
which each class is to be registered
     
Common Stock, par value $0.01 per share
  
The NASDAQ Stock Market LLC

Securities to be registered pursuant to Section 12(g) of the Act:
 
None
(Title of class)
 
 
 
 


 
INFORMATION REQUIRED IN REGISTRATION STATEMENT
 
Item 1. 
Description of the Registrant's Securities to be Registered
 
The securities to be registered hereby are shares of common stock, par value $0.01 per share, of Oxford Lane Capital Corp. (the “Company”).  The description of the shares of common stock contained in the section entitled “Description of Securities” in the Prospectus included in the Company’s Registration Statement on Form N-2 (File No. 333-167803), filed with the Securities and Exchange Commission on June 25, 2010 (as amended from time to time, the “Registration Statement”), is hereby incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

Item 2. 
Exhibits
 
3.1
Articles of Amendment and Restatement of Oxford Lane Capital Corp.*

3.2
Amended and Restated By-Laws of Oxford Lane Capital Corp.*

4.1
Specimen Common Stock Certificate*

*
Incorporated by reference to Amendment No. 2 of the Company’s Registration Statement on Form N-2 (File No. 333-167803), filed on November 30, 2010.
 
 
 
 

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
 
Date:                      January 19, 2011
 
OXFORD LANE CAPITAL CORP.
 
By:          /s/ Jonathan H. Cohen                                                                
Name: Jonathan H. Cohen
Title: Chief Executive Officer